Dean Investment Associates Letterhead] Letter Agreement

[Xxxx Investment Associates Letterhead]

Letter Agreement

            , 2016

To: Unified Series Trust

0000 X. Xxxxxxxx Xx., Xxxxx 000

Indianapolis, Indiana 46208

Dear Sirs:

You have engaged us to act as the sole investment advisor to the Xxxx Mid Cap Value Fund (the “Fund”), a series of the Unified Series Trust, an Ohio business trust (the “Trust”), pursuant to a Management Agreement approved by the Board of Trustees.

Effective as of April 1, 2016, we hereby agree to waive our advisory fee and/or reimburse expenses of the Fund, but only to the extent necessary to maintain the Fund’s total annual operating expenses (excluding brokerage fees and commissions; borrowing costs, such as (a) interest and (b) dividend expenses on securities sold short; any 12b-1 fees; taxes; extraordinary litigation expenses; and any indirect expenses, such as expenses incurred by other investment companies in which the Fund may invest) at 1.10% of the Fund’s average daily net assets. This Agreement shall continue in place until the earlier to occur of July 31, 2017, or such date as the Fund is terminated or liquidated in accordance with the provisions of the Trust’s Declaration of Trust or Bylaws. We understand that we may not terminate this Agreement prior to such date, except that we may voluntarily agree to lower the expense cap below 1.10%.

Any waiver or reimbursement by us is subject to repayment by the Fund in the three fiscal years following the fiscal year in which the particular waiver or reimbursement occurred; provided that the Fund is able to make the repayment without exceeding the above expense limitation.

Very truly yours,

XXXX INVESTMENT ASSOCIATES, LLC

By:

Xxxxxxx X. Xxxxxx, President

                                         Acceptance

The foregoing Agreement is hereby accepted.

UNIFIED SERIES TRUST

By:

Xxxxx X. Xxxxxx, President